Current Report No. 16/2020 (1/2021) — 21.01.2021 11:44Conclusion of an agreement on the sale of shares in Atende Medica
The Management Board of Atende S.A. (′Issuer′, ′Seller′) informs that on 21 January 2021 an agreement on the sale of shares in Atende Medica sp. z o.o. with its registered office in Warsaw (′Atende Medica′) (′Agreement′) was concluded between the Issuer and Konsultant IT sp. z o.o. with its registered office in Poznań (′Buyer′).
Pursuant to the Agreement, the Issuer sold the Buyer 13,981 (thirteen thousand nine hundred and eighty one) shares in Atende Medica, with a total nominal value of PLN 699,050, representing 69.91% shares (′Shares′) for an amount of PLN 1,200 thousand (′Price for the Shares′). The sale of the Shares is integrally connected with two obligations of the Buyer, to be performed by the Buyer under the Agreement, namely: (i) the Buyer’s granting of a loan to Atende Medica, the purpose of which is to obtain a positive balance of funds on Atende Medica’s bank account, which will allow mBank S.A. to close the overdraft limit extended to Atende Medica in the amount of up to PLN 2,800 thousand guaranteed by the Seller (′Loan′), and (ii) the Buyer's acquisition of bank guarantees issued in favour of Atende Medica by mBank S.A. within the overdraft limit on the Seller's account (′Bank Guarantees′).
At the date of conclusion of the Agreement, the balance on Atende Medica’s bank account is negative and amounts to PLN (2,415) thousand and the total value of contingent liabilities is PLN 471 thousand.
According to the estimates on the day preceding the signature of the Agreement, revenues from sale earned by Atende Medica in 2020 amounted of PLN 5,602 thousand and net loss incurred by it amounted to PLN (714) thousand, according to the International Accounting Standards The net book value of shares is PLN 3,823 thousand.
The ownership of the Shares shall be transferred to the Buyer immediately after payment of the Price for the Shares and upon receipt of the funds resulting from the loan to Atende Medica’s bank account, which is due to occur on the date of conclusion of the Agreement or on the day following the date of conclusion of the Agreement (′Transfer of Shares′).
The Buyer has agreed that within 6 (six) months from the Transfer of Shares, the Buyer will convene a meeting of shareholders of Atende Medica, which will adopt a resolution on changing the business name of Atende Medica by, at least, removing the word and figurative mark ′Atende′ from the business name of Atende Medica.
The Seller has agreed to refrain from any competitive actions against Atende Medica for a period of 24 months from the date of conclusion of the Agreement.
The Buyer has agreed to refrain from any competitive action against the Seller for a period of 24 months from the date of conclusion of the Agreement.
The Agreement stipulates that on account of untrue representations and warranties concerning Atende Medica the Seller shall be strictly liable for damage to the Buyer on the terms and conditions specified in the Agreement.
The Buyer and the Seller may withdraw from the Agreement before the Transfer of Shares.
The Parties hereto have agreed to maintain confidentiality.
The purpose of the sale is to exit the difficult segment of public market, which is health care, and to focus on other directions of development that are more prospective for the Issuer.